Representations and Warranties of SMG. SMG hereby represents and warrants to and covenants with Purchaser and Corporation as follows, and acknowledges that each of Purchaser and Corporation is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:
Representations and Warranties of SMG. In order to induce Xxxxx.xxx and Subcorp to enter into this Agreement, SMG represents and warrants to Xxxxx.xxx and Subcorp that the statements contained in this Article IV are true, correct and complete, as of the Closing Date, except as set forth in the disclosure schedule delivered by SMG to Xxxxx.xxx and Subcorp concurrently with the execution of this Agreement (the “SMG Disclosure Schedule”) and notwithstanding whether or not a specific cross reference is made to the SMG Disclosure Schedule or a specific Section thereof in the Sections below. The SMG Disclosure Schedule shall be arranged according to specific sections in this Article IV and shall provide exceptions to, or otherwise qualify in reasonable detail, the corresponding section in this Article IV:
Representations and Warranties of SMG. SMG (and, with respect to Section 5.4, each of the SMG Shareholders with respect to that shareholder's shares only) represents and warrants to BHUS that, to the knowledge of SMG (which limitation shall not apply to Section 5.3) and except as otherwise disclosed by SMG:
